Clause 451

by deleting the definitions of “approved liquidator”, “creditors’ voluntary winding up”, “members’ voluntary winding up” and “resolution for voluntary winding up” in subsection (1);

by inserting, immediately after the definition of “chief executive officer” in subsection (1), the following definition:“ “commencement of winding up” —

in a winding up by the Court, has the meaning given by section 126 of the Insolvency, Restructuring and Dissolution Act 2018; and

in a voluntary winding up, has the meaning given by section 161(6) of the Insolvency, Restructuring and Dissolution Act 2018;”;

by deleting paragraph (g) of the definition of “officer” in subsection (1) and substituting the following paragraph:“(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;”;

by deleting the definition of “Official Receiver” in subsection (1) and substituting the following definitions:“ “Official Assignee” means the Official Assignee appointed under section 16(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Assignee, a Senior Assistant Official Assignee and an Assistant Official Assignee;“Official Receiver” means the Official Receiver appointed under section 17(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver;”;

by deleting the words “, section 254(1)(f), 286, 287 or” in subsection (8) and substituting the words “or section”; and

by deleting “9(6),” in subsection (12).

by inserting, immediately after the word “law” in paragraph (a), the words “(other than the Insolvency, Restructuring and Dissolution Act 2018)”; and

by deleting the words “or the Official Receiver” wherever they appear.

by deleting the words “section 306” in paragraph (e) and substituting the words “section 178 of the Insolvency, Restructuring and Dissolution Act 2018”; and

by deleting the words “section 309” in paragraph (f) and substituting the words “section 187 of the Insolvency, Restructuring and Dissolution Act 2018”.

by deleting the words “section 291(1)” in subsection (5)(a)(ii) and substituting the words “section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018”;

by deleting the words “section 254(2)” in subsection (5)(b) and substituting the words “section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018”;

by deleting the words “section 259” in subsection (6)(b)(iii) and substituting the words “section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018”; and

by deleting the words “Division 5 of Part X” in subsection (8) and substituting the words “Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018”.

any offence in connection with the formation or management of a corporation;

any offence under section 157 or 396B;

any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018.”.

by deleting subsections (3A) and (4A);

by deleting the words “Subject to subsection (4A), the” in subsection (4) and substituting the word “The”;

by deleting the words “section 322” in subsection (10B)(a) and (b) and substituting in each case the words “section 197 of the Insolvency, Restructuring and Dissolution Act 2018”; and

by deleting the words “this Act” in the definition of “company” in subsection (11) and substituting the words “the Insolvency, Restructuring and Dissolution Act 2018”.

by inserting, immediately after the words “under this Part” in subsection (1), the words “or section 71 of the Insolvency, Restructuring and Dissolution Act 2018”;

by deleting the words “, subject to subsection (1A),” in subsection (1);

by deleting subsection (1A); and

by deleting the words “this Act” in subsection (6) and substituting the words “the Insolvency, Restructuring and Dissolution Act 2018”.

by deleting subsection (2) and substituting the following subsection:“(2) If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, each person who immediately before the commencement of the liquidation proceedings was an authorised representative must —

within 14 days after the commencement of the liquidation or the dissolution; or

within such further time as the Registrar in special circumstances allows,lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment.”; and

by deleting subsections (3), (4), (4A), (7) and (14).

If, on an investigation under this Act, it is shown that proper books of account were not kept by the company throughout the shorter of —

the period of 2 years immediately preceding the commencement of the investigation; or

the period between the incorporation of the company and the commencement of the investigation,every officer who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.(2) Where a person is charged with an offence under subsection (1), it is a defence for the person charged to prove that the person acted honestly and to show that, in the circumstances in which the business of the company was carried on, the default was excusable.(3) For the purposes of this section, proper books of account are deemed not to have been kept in the case of a company —

if there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the company, including books containing entries from day to day in sufficient detail of all cash received and cash paid, and, where the trade or business has involved dealings in goods, statements of the annual stocktakings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased, showing the goods and the buyers and sellers of the goods in sufficient detail to enable those goods and those buyers and sellers to be identified; or

if such books or accounts have not been kept in such manner as to enable them to be conveniently and properly audited, whether or not the company has appointed an auditor.”.

by inserting the word “and” at the end of paragraph (b);

by deleting the word “; and” at the end of paragraph (c) and substituting a full‑stop; and

by deleting paragraph (d).